Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
HEPPELMANN JAMES E
   2. Issuer Name and Ticker or Trading Symbol
PTC INC. [PTC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last)
(First)
(Middle)
140 KENDRICK STREET		 3. Date of Earliest Transaction (Month/Day/Year)
11/05/2015
(Street)

NEEDHAM, MA 02494		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) 11/05/2015   D     59,654   (2)   (2) Common Stock 59,654 $ 0 60,373 (5) D  
Restricted Stock Units (1) 11/05/2015   D     29,829   (3)   (3) Common Stock 29,829 $ 0 0 (5) D  
Restricted Stock Units (1) 11/05/2015   D     49,232   (4)   (4) Common Stock 49,232 $ 0 0 (5) D  
Restricted Stock Units (1) 11/05/2015   A   59,654     (2)   (2) Common Stock 59,654 $ 0 59,654 (5) D  
Restricted Stock Units (1) 11/05/2015   A   29,829     (3)   (3) Common Stock 29,829 $ 0 29,829 (5) D  
Restricted Stock Units (1) 11/05/2015   A   49,232     (4)   (4) Common Stock 49,232 $ 0 49,232 (5) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HEPPELMANN JAMES E
140 KENDRICK STREET
NEEDHAM, MA 02494		   X     President and CEO  

Signatures

 Catherine Gorecki by power of attorney filed 11/2/2007   11/09/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Each restricted stock unit represents a contingent right to one share of PTC Inc. common stock.
(2) Represents the deemed cancellation of the outstanding award and a replacement of the award due to the amendment of the award. The award was initially granted on October 1, 2010 and was eligible to vest in three equal annual installments on each of November 15, 2013, 2014 and 2015. The RSUs shown will vest on November 15, 2015.
(3) Represents the deemed cancellation of the outstanding award and a replacement of the award due to the amendment of the award. The award was initially granted on November 5, 2012 and was eligible to vest in three equal annual installments on each of November 15, 2013, 2014 and 2015. The RSUs shown will vest on November 15, 2015.
(4) Represents the deemed cancellation of the outstanding award and a replacement of the award due to the amendment of the award. The award was initially granted on November 11, 2013 and was eligible to vest in three equal annual installments on each of November 15, 2014, 2015 and 2016. The RSUs shown will vest in two substantially equal increments on November 15, 2015 and 2016.
(5) This amount represents the total number of derivative securities beneficially owned of the class shown.

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